BQAD.L Regulatory News (BQAD)

7 Mar 2006 07:00

Bank Audi SAL- Audi Saradar Group07 March 2006 BANK AUDI S.A.L. - AUDI SARADAR GROUP Bab Idriss Omar Daouk Street Bank Audi Plaza, P.O. Box 11-2560 Beirut Lebanon NOTICE TO HOLDERS OF GDRs Relating to the issue by Bank Audi S.A.L. - Audi Saradar Group of three New Shares for every twenty-eight existing shares Deutsche Bank Trust Company Americas makes no recommendation in relation to theRights Issue. GDR Holders must make their own decision with regard toparticipating in the Rights Issue, and should consult their own professionaladvisers. Deutsche Bank Trust Company Americas and its associates may haveprovided within the previous 12 months advice or investment services in relationto the GDRs and/or the Shares or a related investment. Prices, values or incomemay fall against an investor's interests and the investor may get back less thanhe invested. Table of Contents NOTICE TO GDR HOLDERSINFORMATION ABOUT THE BANK AUDI S.A.L.-AUDI SARADAR GROUPAnnex A No person has been authorised to give any information or to make anyrepresentation other than those contained in this Notice or incorporated byreference herein, and, if given or made, such information or representation mustnot be relied upon as having been authorised by the Bank. Neither the deliveryof this Notice nor any distribution of the securities to which this Noticerelates shall, under any circumstances, create any implication that there hasbeen no change in the affairs of the Bank since the date hereof or that theinformation contained or referred to herein is correct as of any time subsequentto its date. The distribution of this Notice and the issue of, or subscription for, Rights,GDRs or the shares represented by them in certain jurisdictions may berestricted by law. Persons into whose possession this Notice comes must informthemselves about and to observe any such restrictions. This Notice does notconstitute an offer of, or an invitation to purchase or subscribe for GDRs orthe shares represented by them in any jurisdiction in which such offer, purchaseor subscription would be unlawful. No one has taken any action that would permita public offering to occur in any jurisdiction. THIS RIGHTS ISSUE IS NOT AVAILABLE TO HOLDERS OF GDRs WHO ARE U.S. PERSONS , ASDEFINED IN REGULATION S UNDER THE SECURITIES ACT. This Notice does not constitute an offer of securities for sale in the UnitedStates. Neither the Rights (as defined below), nor the GDRs and the sharesrepresented by them have been or will be registered under the U.S. SecuritiesAct of 1933, as amended (the "Securities Act"), or with any securitiesregulatory authority of any state or other jurisdiction in the United States,and may not be offered, sold, pledged or otherwise transferred except pursuantto an exemption from, or in a transaction not subject to, the registrationrequirements of the Securities Act and in compliance with any applicable statesecurities laws. Bank Audi S.A.L. does not intend to register any offering orconduct any public offering in the United States and no offering of thesecurities described herein will be made by Bank Audi S.A.L. or any other personin the United States. Neither the Securities and Exchange Commission, any statesecurities commission nor any other regulatory authority has approved ordisapproved the securities nor have any of the foregoing authorities passed uponor endorsed the merits of this rights issue or the accuracy or adequacy of thisNotice. Any representation to the contrary is a criminal offence in the UnitedStates. To the extent that distribution of this document is deemed to constitute anoffer of Rights (as defined below) in any member state of the European EconomicArea that has implemented Directive 2003/71/EC (together with any applicableimplementing measures in any member state, the "Prospectus Directive"), suchoffer is only addressed to qualified investors in that member state within themeaning of the Prospectus Directive and/or is available to less than 100 naturalor legal persons (other than qualified investors) in each member state or willotherwise be made in circumstances that do not require the Bank to publish aprospectus pursuant to the Prospectus Directive. Neither the Rights (as defined below), nor the GDRs and the shares representedby them have been admitted to listing in accordance with Part VI of theFinancial Services and Markets Act 2000 of the United Kingdom ("FSMA") and theBank has not authorised any offer of the GDRs to the public in the UnitedKingdom under FSMA. The GDRs may not lawfully be offered or sold to persons inthe United Kingdom except in circumstances which do not result in an offer tothe public in the United Kingdom within the meaning of FSMA or otherwise incompliance with the applicable provisions of FSMA. BANQUE DU LIBAN, THE CENTRAL BANK OF LEBANON (THE "CENTRAL BANK OF LEBANON"),HAS NOT PASSED UPON AND TAKES NO RESPONSIBILITY FOR THE INFORMATION CONTAINED INTHIS INFORMATION STATEMENT OR FOR THE MERITS OF ANY ISSUE OR SALE OF RIGHTS,SHARES OR GDRs HEREUNDER. NOTICE TO GDR HOLDERS March 7, 2006 Dear Holder of Global Depositary Receipts: Please be advised of the following corporate action:Issue Bank Audi S.A.L. - Audi Saradar Group Regulation S: CUSIP: 066705302 /ISIN: US0667053021 Rule 144A: CUSIP: 066705203/ISIN: US0667052031Country LebanonDividend Type Pre-emptive Rights Issue/Cash alternativeGDR Record Date March 9, 2006GDR Subscription Deadline By 17:30 GMT on March 17, 2006Ordinary Share / GDR ratio 1:1 Deutsche Bank Trust Company Americas (the "Depositary"), is the shareholder ofrecord of shares evidenced by Global Depositary Receipts ("GDRs"), eachrepresenting one common share, nominal value LBP 10,000 per share ("Shares") ofBank Audi S.A.L. - Audi Saradar Group (the "Bank"). The Bank hereby providesnotice of a proposed increase in its share capital and issuance of preferentialrights of subscription for new Shares as follows: The Capital Increase On February 2, 2006 the Extraordinary General Assembly of Shareholders of theBank approved an increase of the share capital of the Bank from LBP304,162,400,000 to LBP 404,162,400,000 by means of an issue of 10,000,000 newShares. The capital increase will be effected in two tranches: (i) a tranche comprising of the issuance of 2,446,752 new Shares (the"New Shares") (or LBP 24,467,520,000) to be offered to the existing shareholdersof the Bank pro rata to their holdings of Shares at the Record Date (as definedbelow) at the ratio of three New Shares for every twenty-eight existing Shares.The second tranche will be offered to the existing shareholders of the Bankbefore the completion of the first tranche in the form of preferential rights tosubscribe for New Shares (the "Rights", and the issuance of such Rights to theBank's shareholders, the "Rights Issue"); and (ii) tranche comprising of the issuance of 7,553,248 newly-issuedShares (or LBP 75,532,480,000) reserved for EFG-Hermes Holding, S.A.E. Summary of the Rights Issue On March 7, 2006 the Bank published in two newspapers in Lebanon an invitationto its existing shareholders to subscribe on a preferential basis for the NewShares to be issued in the Rights Issue described under (i) above, which isexpected to be effected prior to the completion of the tranche of the capitalincrease to be subscribed for by EFG-Hermes Holding, S.A.E., as described under(ii) above. The following is a brief summary of the contents of this invitation(for more information see "Other information relating to the Capital Increase"). Rights Ratio. The Rights will be offered at the ratio of three New Shares forevery twenty-eight existing Shares. Trading. The Rights will be transferable to existing shareholders of the Bankor to persons who are not shareholders of the Bank. The trading period isexpected to commence on March 10, 2006 and expire on March 23, 2006 (last day ofthe trading period). During the trading period, the Rights will be tradedseparately from the existing Shares of the Bank. Allocation. New Shares will be allocated among subscribers on the basis oftheir subscriptions and within the limit of their respective subscriptionapplications. Holders of Rights will also have the right to request to subscribefor additional New Shares with respect to Rights that have not been exercised bytheir holders (secondary allocation of New Shares), provided, however, that incase of oversubscription in the secondary allocation of New Shares, suchsecondary allocation will be limited for each subscriber pro rata to theirshareholding in the Bank's share capital. The Extraordinary General Assembly hasauthorised the Board of Directors to specify the method to distribute thefractions of the shares, to distribute these fractions and to establish theconditions of the subscription, if necessary. Subscription Period. The subscription period during which holders of Rights mayexercise their Rights to subscribe for New Shares will commence on April 3, 2006and expire on April 12, 2006 (last day for subscriptions to be accepted). Subscription Amount for New Shares. The subscription amount to be paid by eachshareholder who subscribes for New Shares by exercising Rights (including theDepositary) will be US$60 per new Share (of which the US dollar equivalent ofLBP 10,000 will represent the par value of the New Shares and the balance willrepresent the share premium). New Shares. The New Shares will have the same rights and benefits as theexisting Shares, except that they will be entitled to receive dividends declaredand other benefits distributed with respect to the financial year 2006 andthereafter. Procedures for GDR Holders Indicative Timetable for GDR Holders wishing to participate in the Rights Issue Record Date for GDR Holders (the "Record Date") March 9, 2006Trading PeriodFirst day of dealings in Rights March 10, 2006Subscription Deadline: Latest time and date for: By 17:30 GMT on March 17, 2006 (i) submission to the Depositary of Subscription Forms by GDRHolders; and (ii) payment by GDR Holders to the Depositary of theSubscription Price with respect to the total number of Rightswhich they have instructed the Depositary to exercise on theirbehalf (including under both paragraphs (B)(I) and (B)(II) ofthe Subscription Form). The Euroclear/Clearstream accounts of Exercising Holders (asdefined below) are blocked.Last day of dealings in Rights March 23, 2006Subscription PeriodSubscription Period for New Shares commences April 3, 2006Depositary subscribes for New Shares in accordance with Within the Subscription Periodinstructions received from, and funds paid by, ExercisingHoldersSubscription Period expires April 12, 2006General Meeting of Shareholders of the Bank confirms the April 28, 2006issuance of New Shares. New Shares are issued.New GDRs delivered to the accounts of Exercising Holders. On or about May 2, 2006 Depositary remits to Exercising Holders part of theSubscription Price paid on the Subscription Deadline withrespect to Rights that have been requested to be, but have notbeen, exercised. Eligible Holders of GDRs THE RIGHTS ISSUE IS NOT AVAILABLE TO GDR HOLDERS WHO ARE U.S. PERSONS, ASDEFINED IN REGULATION S UNDER THE SECURITIES ACT. In any member state of the European Economic Area the Rights Issue is availableonly (i) to GDR Holders that are "qualified investors" (as the term is definedin Article 2(1)(e) of the Prospectus Directive) and (ii) up to no more than 100GDR Holders that are not qualified investors, in each member state of theEuropean Economic Area. In the event that Subscription Forms with ExerciseInstructions with respect to the Rights Issue are submitted by 100 or more GDRHolders resident in one member state of the European Economic Area that are notqualified investors, all Exercising Holders (as defined below) from that memberstate: (x) will be excluded from the Rights Issue and (y) will be entitled toreceive the net cash proceeds from the sale of their Rights as provided belowunder "Procedures for exercise of Rights by Eligible GDR Holders". In order to comply with relevant laws and regulations and having regard towhether it is reasonably practicable to distribute Rights to certain classes ofHolders, the Depositary has determined that exercise of Rights in the RightsIssue is open only to those of GDR holders who meet the following criteria ("Eligible Holders"): (a) Holders of GDRs who are not "U.S. persons" (as defined inRegulation S under the U.S. Securities Act of 1933, as amended), or arebroker-dealers acting as agents on behalf of their customer which is not a U.S.person (as defined in Regulation S under the Securities Act) and such customerhas confirmed to them in writing that it is the beneficial owner of the Sharesdeposited with the Depositary; and (b) Holders of GDRs who (i) are resident outside the European EconomicArea; or (ii) are resident in the European Economic Area and are "qualifiedinvestors" for the purposes of the Prospectus Directive; or (iii) are residentin the European Economic Area and are not "qualified investors", provided,however, that the Rights Issue will only be available to no more than 100natural or legal persons, other than qualified investors, in each member stateof the European Economic Area and that in the event that Subscription Forms withExercise Instructions with respect to the Rights Issue are submitted by 100 ormore GDR Holders resident in one member state of the European Economic Area thatare not qualified investors, all Exercising Holders (as defined below) from thatmember state: (x) will be excluded from the Rights Issue and (y) will beentitled to receive the net cash proceeds from the sale of their Rights In addition to the above, by exercising the Rights corresponding to their GDRs,holders are deemed to be representing and agreeing that (i) neither the Rights,nor the New Shares or the GDRs have been or will be registered under theSecurities Act of 1933, or under the securities laws of any State, andconsequently, neither the Rights, nor the New Shares or the GDRs may be offeredor sold in the United States absent an applicable exemption from theregistration requirements of the Securities Act and applicable state securitieslaws; and (ii) they are acquiring the new GDRs for their own account forinvestment purposes only and not with a view to any distribution. Subject to applicable law, Eligible Holders (as defined above) may request theDepositary to deliver to them GDRs representing the New Shares issued in respectof the Rights the have instructed the Depositary to exercise on their behalf.Alternatively, subject to applicable law, Eligible Holders may request theDepositary to sell the Rights in respect of their holdings and distribute theproceeds to the relevant Holders net of applicable fees, expenses and taxes. Inrespect of Persons that are not Eligible Holders or that have not timelysubmitted valid exercise instructions, the Depositary shall also sell the Rightsin respect of their holding and distribute the net proceeds to the relevantHolders. The Depositary will determine whether each Exercising Holder that has requestedto subscribe for New Shares is entitled to do so on the basis of theSubscription Form submitted by such Exercising Holder. This notice does not constitute an offer to subscribe for any securities andneither this notice, nor anything contained in it, shall form the basis of or berelied upon in connection with any contract or commitment whatsoever. Thisnotice has been furnished to you solely for your information. Entitlement of Eligible Holders Subject to the above, Eligible Holders of GDRs will be eligible to participatein the Rights Issue with respect to the number of GDRs they held on March 9,2006 (the "Record Date"). Each Eligible Holder of GDRs as of the Record Datewill, on exercise (and subject to the terms of this Notice), receive threeRights for every twenty-eight GDRs held by them on the Record Date. Each Rightentitles holders to subscribe for one new Share at a subscription price of US$60per Share. Procedures for exercise of Rights by Eligible GDR Holders Eligible holders of GDRs have the following options with respect to the exerciseof the Rights pertaining to the Shares underlying the GDRs they held on theRecord Date: (a) Each Eligible Holder may: (i) take no action or (ii) submit avalidly completed Subscription Form (attached as Annex A hereto) (the"Subscription Form") no later than 17:30 GMT on March 17, 2006, instructing theDepositary not to exercise the Rights pertaining to the Shares underlying itsGDRs and to sell, if practicable, the Rights pertaining to the Shares underlyingits GDRs. In both cases, the Depositary will not exercise, and will sell, theRights pertaining to the Shares underlying the GDRs of such Holder and, to theextent any value is realised from such sale, distribute to such Holder theproceeds of such sale, net of applicable fees (including fees payable to theBeirut Stock Exchange of 0.4% and Depositary's fees of US$0.02 per GDR) taxesand expenses; or (b) Each Eligible Holder who wishes the Depositary to exercise theRights with respect to the GDRs held by such holder on the Record Date shall, nolater than 17:30 GMT on March 17, 2006 (the "Subscription Deadline"): (i) submit to the Depositary a valid and complete Subscription Form(attached as Annex A hereto), instructing the Depositary to exercise on itsbehalf: (A) a number of Rights to which such Holder is initially entitled, based onits holdings of GDRs on the Record Date; and (B) (to the extent such Holder so wishes) an additional number ofunexercised (or secondary) Rights, provided, however, that the number of suchadditional (secondary) Rights that will be allocated for exercise on suchHolder's behalf under this paragraph (B), may, in case of oversubscription forsuch secondary Rights, be limited based on the percentage of the totaloutstanding share capital of the Bank represented by the number of GDRs held bysuch Holder on the Record Date; and (ii) remit to the Depositary an amount equal to US$60 per new Share, plusDepositary's fees of US$0.03 per each new GDR to be issued (the "SubscriptionPrice") with respect to the total number of Rights which it has instructed theDepositary to exercise under (A) and (B) above (the "Exercise Instruction"), inaccordance with the following payment instructions: Deutsche Bank AG New York ABA Number 021001033 BIC Code BKTRUS33ADR For Account of Deutsche Bank Trust Company Americas Trust and SecuritiesServices Account Number 01419647 Reference Bk Audi Rgts Fee Attention of Heidy Kashef Eligible Holders who have timely submitted to the Depositary validly completedSubscription Forms with exercise instructions under (b)(i) above and have timelypaid to the Depositary the full Subscription Price as provided under (b)(ii)above will be referred to as "Exercising Holders". Upon timely submission of a valid and complete Subscription Form, the relevantclearing systems will block a number of GDRs representing the ExerciseInstructions submitted by each Exercising Holder in such Holder's securitiesaccount. Following the expiry of the Subscription Deadline, the Depositary shalldetermine the number of Rights as to which it has not received ExerciseInstructions and payment of the respective Subscription Price (includingrequests for over-allocations of secondary Rights by Exercising Holders) andshall sell, if practicable, such number of unexercised Rights in any manner itmay consider practicable, including though Audi Saradar Investment Bank (ASIB).By not timely submitting a Subscription Form or by instructing the Depositary tosell the Rights in respect of their holdings, the relevant GDR Holders will bedeemed to have approved the sale of the Rights by the Depositary in the mannerdescribed above and to have waived any conflict of interest that may arise as aresult of the sale of the Rights being effected though Audi Saradar InvestmentBank (ASIB). Following the expiry of the trading period for the Rights on March23, 2006, the Depositary shall distribute to GDR holders who are not ExercisingHolders, the proceeds of such sales, net of applicable commissions (includingfees payable to the Beirut Stock Exchange of 0.4% and Depositary's fees ofUS$0.02 per GDR) taxes and expenses. During the Subscription Period, the Depositary shall exercise on behalf ofExercising Holders a number of Rights equal to the total number of Rights withrespect to which the Depositary has timely received from Eligible Holders(subject to allocation in accordance with the rules of the Rights Issue): (i)valid Exercise Instructions (by means of a timely submitted, valid and completeSubscription Form), and (ii) timely and full payment of the Subscription Price. Exercising Holders who have (i) timely and validly submitted ExerciseInstructions and (ii) timely remitted to the Depositary the Subscription Pricewith respect to such Rights in full, shall receive a number of GDRs representingNew Shares issued with respect to the number of Rights which the Depositary hasexercised on their behalf on or about May 2, 2006, subject to allocationaccording to the rules of the Rights Issue and applicable Lebanese laws andregulations, and subject to relevant approval having been granted by the CentralBank of Lebanon. By May 2, 2006, the Depositary shall have remitted: (i) toExercising Holders part of the Subscription Price paid by such ExercisingHolders representing such part of their respective Exercise Instructions thatthe Depositary has not exercised, and (ii) to GDR Holders, other than ExercisingHolders, the net proceeds of the sales of their Rights. Fractional New Shares underlying GDRs will be dropped and there will be nocash-in-lieu payments for share amounts totalling less than one New Share. GDRHolders who have not timely remitted to the Depositary the full SubscriptionPrice with respect to their Exercise Instructions, may not receive cash proceedsfrom the sale of such Rights. Other information relating to the Capital Increase The information under the headings "Trading in the Rights" and "Subscription forNew Shares" below is set out for information purposes and is only relevant toholders of Shares or persons wishing to acquire Rights in the secondary market.GDR Holders should read the section under the heading "Procedures for GDRHolders" for information as to how to participate in the Rights Issue withrespect to the Rights pertaining to their GDRs. Trading in the Rights The Rights will be transferable to either existing shareholders of the Bank orto persons who were not shareholders of the Bank on the Record Date. The trading period is expected to commence on March 10, 2006 and expire on March23, 2006 (last day of the trading period). During the trading period, the Rightswill be traded separately from the existing Shares of the Bank. The Bank hasmade arrangements for trading in the Rights to be effected on the"over-the-counter" market for securities not listed on the Beirut StockExchange. Subscription for New Shares The subscription period during which holders of Rights may exercise their Rightsto subscribe for New Shares will commence on April 3, 2006 and expire on April12, 2006. New Shares will be allocated among subscribers on a preferential basis andwithin the limit of their respective purchase applications. Holders of Rightswill also have the right pro rata to their shareholdings to subscribe foradditional New Shares to be issued with respect to Rights which have not beenexercised by their holders. The Extraordinary General Assembly has authorisedthe Board of Directors to specify the method to distribute the fractions of theshares, to distribute these fractions and to establish the conditions of thesubscription, if necessary. At the time of subscription for New Shares, each subscriber will pay an amountof US$60 with respect to each Right exercised. The Bank will acceptsubscriptions at its facilities. Following the closing of the subscriptionperiod, the Bank will deposit the par value of the subscribed shares with theCentral Bank of Lebanon. Issuance or transfers of New Shares to non-shareholders must be approved by theBoard of Directors of the Bank. Transfers of Shares must be approved by theCentral Bank of Lebanon in the circumstances set out in article 4 of Law 308/2001 relating to the issuance and trading in the Banks' Shares (i.e., when thetransferee owns more than 5%, or, as a result of the issuance or transfer,exceeds 5%, of the share capital of the Bank, or when the transferee is a memberof the Board of Directors of the Bank). Further Information For further information, please contact: James KellyDeutsche Bank Trust Company AmericasADR DepartmentTel: 001 212 250 1905 Particulars relating to the Rights Issue may be obtained during usual businesshours for fourteen days from the date of this Statement from: Deutsche Bank Trust Company AmericasTrust & Securities ServicesWinchester House1 Great Winchester StreetLondon EC2N 2DB INFORMATION ABOUT THE BANK AUDI S.A.L.-AUDI SARADAR GROUP TC "INFORMATION ABOUT THE BANK AUDI S.A.L.-AUDI SARADAR GROUP The following information is extracted from the notice provided by the Bank toits shareholders in connection with the Rights Issue on March 7, 2006, asrequired under Articles 206 and 81 of the Lebanese Commercial Law(1): Name of the Company: Bank Audi S.A.L.- Audi Saradar Group The Company is registered with the Register of Commerce of Beirut under number11347 and with the List of Bank under number 56. The Company's head office is in Beirut- Down Town, Bab Idriss Area The Company's branches: 72 located in Beirut and various cities in Lebanon, andthe Company has also branches in Jordan The Company's basic objective is to accomplish its banking and financialoperations in and outside of Lebanon. The Company's term is 99 years starting from the date of its constitution,unless it is dissolved or its term is extended before its expiry date. The Company's current share capital is LBP 304,162,400,000, divided into30,416,240 registered, issued and fully-paid shares, each with a par value ofLBP 10,000. Following the completion of the share capital increase reserved toEFG-Hermes, S.A.E. and to the existing shareholders of the Bank, the Company'sshare capital is expected to be increased to LBP 404,162,400,000 (or 40,416,240shares, each with a value of LBP10,000, of which 32,766,240 shares will becommon shares and 7,650,000 shares will be preferred shares) At the present time, there are no contributions-in-kind. Article 41 of the Articles of Association of the Bank provides for the followingconditions for the distribution of profits: • The net profit of the Bank comprises of its net income after deduction of general expenses, financial burdens, amortization and provisions. • 10% shall be deducted annually from the net profit to form a legal reserve. • A part of the profits shall be deducted and allocated as a reserve for unspecified banking risks. • The Ordinary General Assembly shall deduct from the net profits any amounts relating to the Bank's preferred shares. • The Ordinary General Assembly may decide, following the proposal of the Board of Directors, to deduct from the remainder of the net profits any amount to be allocated as a general or specific reserve and any amount to be deferred to the next financial year. • No profits shall be distributed among the shareholders with respect to a financial year, before distributions to holders of the preferred shares are paid. Members of the Board of Directors and their authorities: The Bank is managed by 12 directors elected by the Ordinary General Assembly.The directors are: Mr. Raymond Audi Mr. Georges Audi Mr. Samir Hanna Mrs. Mariam Al-Sabbah Mrs. Suad Al-Homaizi Mr. Marc Audi Dr. Freddie Baz Dr. Marwan Ghandour Dr. Imad Itani Mr. Mario Saradar Mr. Fadi Amatouri Mr. Jean Cheval The Board of Directors has the widest powers to implement the resolutions of theGeneral Assembly and take any action necessary for the conduct of the Bank'sbusinesses, other than the day-to-day management of the Bank's affairs. The members of the Board of Directors are entitled to be paid certainallowances, as well as a fixed percentage of the Bank's distributable netprofits for each financial year. For more information regarding the Bank, Holders are advised to review theBank's annual report for 2004, copies of which may be obtained free of charge,from the Bank and the Depositary at the following addresses: The Depositary:Deutsche Bank Trust Company AmericasWinchester House1 Great Winchester StreetLondon EC2N 2DBAttn: Mr. Mark Downing The Bank:Bank Audi S.A.L. - Audi Saradar GroupBab IdrissOmar Daouk StreetBanque Audi Plaza, P.O. Box 11-2560BeirutLebanonAttn: Mrs. Nada Abi-Nader Annex A RIGHTS ISSUE OF BANK AUDI S.A.L. - AUDI SARADAR GROUP CERTIFICATE AND SUBSCRIPTION FORM FOR GDRs Date: ________________, 2006 To: Deutsche Bank Trust Company Americas60 Wall StreetNew YorkNY 10005 ATTENTION This Subscription Form must be submitted before 17:30 GMT on March 17, 2006. Name of Holder: _______________________________ Address of Holder: _____________________________________________ _____________________________________________ Country: ______________________________________ Tel.: ______________________ Fax: ______________________ Email: _____________________ Terms not otherwise defined herein shall have the meanings given to them in theNotice of Bank Audi S.A.L. dated March 7, 2006 (the "Notice"). A. CERTIFICATIONS (I) We hereby represent and certify that(2): (a) we are not a U.S. person (as defined in Regulation S under the U.S. Securities Act of 1933, as amended), or we are a broker-dealer acting as agent on behalf of its customer which is not a U.S. person (as defined in Regulation S under the Securities Act) and such customer has confirmed to us in writing that it is the beneficial owner of the Sharesdeposited herewith or (b) we are a U.S. person (as defined in Regulation S under the U.S. Securities Act of 1933, as amended), or we are a broker-dealer acting as agent on behalf of its customer which is a U.S. person (as defined in Regulation S under the Securities Act) and such customer hasconfirmed to us in writing that it is the beneficial owner of the Sharesdeposited herewith. (II) We hereby represent and certify that(3): (a) we are not resident in a member state of the European Economic Area; or (b) we are resident in a member state of the European Economic Area and we are a qualified investor (as defined in defined inArticle 2(1)(e) of the Directive 2003/71/EC EC, together with any applicableimplementing measures in any member state); or (c) we are not a qualified investor; we are a natural or legal person resident in the following member state of the EuropeanEconomic Area:_____________________ (III) We hereby confirm that on March 9, 2006 (the "Record Date"), wewere the beneficial owners of the following number of GDRs of the Bank (the"Holding"): ______________________ B. EXERCISE INSTRUCTIONS(4) (I) We hereby instruct the Depositary to exercise on our behalf ______________________ Rights (5), and confirm that weshall subscribe for an equal number of New Shares(6). and (II) In addition to the Holding under (I) above, we also hereby instruct the Depositary to exercise on our behalf an additionalnumber of up to ______________________ Rights, and confirm that we shallsubscribe for, an equal number of New Shares, provided, however, that the numberRights that will be allocated for exercise on our behalf under this paragraph(II), may, in case of oversubscription, be limited based on the percentage ofthe total outstanding share capital of the Bank represented by our Holding onthe Record Date. or (III) We hereby instruct the Depositary to sell, if practicable, the Rights pertaining to the Shares underlying our GDRs and payto us the proceeds of such sale, net of any applicable commissions, fees andexpenses. C. OTHER INSTRUCTIONS (I) We hereby instruct the Depositary to credit GDRs representing NewShares, upon issuance, to our Euroclear / Clearstream account under thefollowing details(7): ______________________ (II) We hereby instruct the Depositary to remit any cash payments, toour bank account under the following details(8): ______________________ ______________________ ______________________ Very truly yours, __________________________ By: For: UK1 118922v9 -------------------------- (1) This document contains an English translation of publicly availableinformation provided by Banque Audi to its Shareholders. Banque Audi takesresponsibility for the completeness and accuracy of this information and itstranslation into English. (2) Tick one of the two options. If you have selected (b), thenyou may not instruct the Depositary to exercise Rights on your behalf: pleaseproceed directly to selecting B(III). (3) Tick one of the three options below. If option you haveselected (c), complete your country of residence. (4) You may tick and complete either option (I); or options (I andII); or option (III). (5) The maximum number of Rights that can be requested under thisoption (B)(I) is three Rights for every twenty-eight GDRs of the Holding (i.e.,GDRs held by the GDR holder on the Record Date). (6) In this case, the undersigned acknowledges that the Depositarymay determine that it may not be reasonably practicable or lawful to so deliverthe New Shares and the Depositary may instead pay to the undersigned the netproceeds of sale of the Rights. (7) Insert details of Euroclear/Clearstream securities account toreceive the GDRs. (8) Insert details of bank account to receive any cash payments. This information is provided by RNS The company news service from the London Stock Exchange